LEADing Practice SASU
Château du Grand Perray
72500 La Bruère-sur-Loir
France

VAT Number: FR 95929425445

Enterprise Plus (E+)
Software License Agreement

Contract Number: 2021/05182104
LEADing Practice E+ Proposal

The E+ Software as a Service License Agreement

The E+ software as a service license agreement is a part of the offer/proposal ‘Computacenter Standardisierungskonzept’ from the effective starting date of 25 May 2021 and final signing date 25.08.2021. This Software as a Service license agreement is between LEADing Practice SASU and Computacenter AG & Co. oHG (HQ: Computacenter Park 1, 50170 Kerpen).

1. Software as a Service license agreement terms.

(The parties agree to the following terms.)

Software License. LEADing Practice SASU hereby grants to Computacenter a non-exclusive, non-transferable, non-sublicensable, irrevocable license for the "Enterprise Plus” or “E+” to use as a Software (Software as a Service or SaaS).
Contract & License Renewal. The Software License Grant is bound as a 5-year contract, that automatically renews for another 12 months at the end of its term. Afterwards renewing itself every year, for another 12 months.
No Other Rights. LEADing Practice SASU reserves for itself all other E+ and IP rights and interests not explicitly granted under this agreement.
Software. "Software" means: The Enterprise PLUS software tools (Enterprise+ or E+) is a new breed of integrated enterprise modelling and architecture tool. It is offered as a SaaS solution, and consists of two major application components:

A Modelling Software component where the expert can create and work with many different types of modelling and architecture components.
A Knowledge Management system where the models, views and standards can be posted for anybody within the enterprise. This provides a whole new experience to publishing, referencing, commenting and continuous improvements in a collaborative and user-friendly environment.

2. E+ Software as a Service Products

Product Options.

Enterprise+ or E+ is sold as a SaaS product according to the terms and conditions of LEADing Practice SASU. In the following section, we will specify the E+ SaaS solution and costs. Individuals or organizations can consume the E+ in various ways. They can ether choose an ‘Individual’ model, where one user can model, engineer and architect the within the concepts/capabilities or as ‘Corporate Product’. These options are detailed below.

i. E+ Product Options	Specification	Cost (in EUR)
Individual User (not shared repository)	Individual User License	499 yearly fee
Corporate Platinum User (shared repository, Artefacts/Templates, Knowledge Management, Framework, Method and Approach access)	Individual User License	2400 yearly fee

Detailing the Corporate Product Options

First time corporate implementation

As the individual user of E+ has no shared repository there are no additional cost for that license type. The corporate product options dos require a joint repository. Therefore, any corporate product solution requires a first time specific corporate implementation of the joint repository, tailoring of system, includes setting up logo, database, users, administration. The cost of that is 15.000 EUR

Unlimited Knowledge Management Access

From the Corporate Gold to the Corporate Platinum User agreement, the Enterprise Plus Knowledge Management concept is added to the User. There is however an additional benefit to E+ and that is that non license users could have access within the organization. This is seen as very beneficial as the business and if wished partners can review the models and comment them. This is ideal for real time usage, optimization and continuous improvement. In some industries i.e., government, defence, pharma, BIO, chemical, the users must also confirm to have read it and agree to a specific function, process, service or procedure. Such a confirmation and compliance tracking, is for some industries as well as complex programs or projects very vital. All this, is possible with the Knowledge Management section within E+. The unlimited non modeller access is available for anybody unlimited within your organization (also all the non-E+ users) for 9950 EUR a year.

3. E+ Capabilities

This section describes the core functionality and capabilities delivered by the E+ SaaS system Corporate agreement. Purchasing a license makes Computacenter a registered user for 12 months, and entitles Computacenter to:

Cloud-based access to the E+ capabilities
Access E+ modelling standards, among them are:

Value Modelling Notations (VMN)
Strategy Modelling Notations (StMN)
Planning Modelling Notations (PLMN)
Policy Modelling Notations (PoMN)
Reporting Modelling Notations (RPMN)
Risk Modelling Notations (RiMN)
Rule Modelling Notations (RuMN)
Quality Modelling Notations (QMN)
Requirement Modelling Notations (ReMN)
Capability Modelling Notations (CMN)
Service Modelling Notations (SMN)
Business Process Modelling Notations (BPMN)
Robotic Automation Modelling Notations (RAMN)
Application Modelling Notations (AMN)
Data Modelling Notations (DMN)
Platform Modelling Notations (PMN)
Infrastructure Modelling Notations (IMN)
Industry 4.0 Modelling Notations (I4MN)
Access E+ Enterprise Architecture Standards:
1. Business Architecture Notations (BAN)
2. Information Architecture Notations (IAN)
3. Technology Architecture Notations (TAN)
4. Enterprise Architecture Notations (EAN)

Advanced user permissions
Get free E+ updates
Access free E+ updates and new builds for a period of 12 months.
Access the registered user’s area and any associated E+ resources for 12 months.
Get access the industry practices, best practices and leading practices.

Receive support for registered users
Priority bug reporting for registered users
Have access through E+ KMS reference content in over 100 areas/subjects, among them there are best practice reference content in various areas
Have access to the Enterprise Plus Knowledge Management system
The enterprise modeller, engineer and/or architect can share the views/models created.
Upload training, quality, standards, reports, measures, policies, procedures etc. to a specific function, process or service.

4. Permitted Uses

Installation. LEADing Practice SASU will install and configure the Software for Computacenter. The dedicated setup will be: https://www.CC.EnterprisePlus.tools
User Setup. E+ is defined as a per-user foundation, and LEADing Practice SASU require that the attached file ‘E+ User Information Overview.xls’ is filled out with the required user information fields.
1. More users can be ordered and thereby added to E+.
2. User Groups can be defined and added as needed during the contract term.
Server Deployment. Computacenter may have installed 1 copy of the E+ Software on an external file server for the purposes of cloud-based usage and electronic Software access.
Home Use. Computacenter may use the E+ Software both on a company and home computer.
Backup and Archival Copies. Computacenter IT DataCenter in Munich provides daily backups of data, and keeps archive records in compliance with the contract.

5. Restricted Uses: Computacenter will not

distribute, license, loan, or sell the Software or other content that is contained or displayed in it,
modify, alter, or create any derivative works from the Software,
reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Software,
remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Software.
Enterprise Plus Knowledge Management License is only granted unlimited for access within the organization.

6. Training and Support Services

LEADing Practice SASU has the following training available for Computacenter's:

Basic E+ Training (2 days)
Foundational E+ Modelling Training (3 days)
Advanced E+ eXpert Modelling Training (3 days)
Basic E+ Architecture Training (2 day)
Advanced E+ eXpert Architecture Training (3 days)

The Basic E+ Training is a 3-day online virtual training which requires at least 10 participants (physical locations are possible at additional logistic costs). The Basic E+ Training includes:

Introduction to Enterprise plus
How to create objects within E+
How to share objects
Grouping within E+
Basic repository principles within E+
Object Decomposition & Composition
Object Categorization & Classification

Foundational E+ Modelling Training is a 2x2-day training. Minimum attendance of at least 10 participants is required at any Computacenter location (other locations are possible at additional logistic costs). The Basic E+ Enterprise Modelling Training requires the participant to have participated in the basic training (training option A). The Foundational E+ Enterprise Modelling Training includes:

Advanced Modelling within E+, which includes Workflow modelling (this is what the O2S was based on)
Difference between process modelling and service modelling
Information object and information flow
Maturity tagging
Advanced Modelling Knowledge Management Publishing & Upload

Advanced E+ eXpert Modelling Training is a 2x2-day training. Minimum attendance of at least 10 participants is required at any Computacenter location (other locations are possible at additional logistic costs). The Advanced E+ eXpert Modelling Training requires the participant to have participated in the basic training (training option A). The E+ Advanced E+ eXpert Modelling Training includes:

E+ Training: Cloud Capability Modelling
E+ Training: Cloud Modelling
E+ Training: BPMN Process Modelling
E+ Training: Data Modelling
E+ Training: Platform Modelling

The Basic E+ Enterprise Architecture Training is a 3-day training which requires at least 8 participants at any Computacenter location (other locations are possible at additional logistic costs). The Basic E+ Enterprise Architecture Training includes:

introduction to Enterprise plus
Enterprise Architecture environment within E+
How to use the already created and share objects from other users
Enterprise Architecture categorization within E+
Enterprise Architecture classification within E+
The Enterprise Architecture models/views within E+
Basic Enterprise Architecture Knowledge Management Publishing & Upload

Advanced E+ Enterprise Architecture Training is a 2x3-day training which requires at least 8 participants at any Computacenter location (other locations are possible at additional logistic costs). The Basic E+ Enterprise Architecture Training. This training requires the participant to have participated in the basic E+ Enterprise Architecture training. The Foundational E+ Enterprise Architecture Training includes

Business Architecture models/views within E+
Information Architecture models/views within E+
Technology Architecture models/views within E+

7. Support

Initial Support. LEADing Practice SASU shall provide Computacenter with:
1. telephone or electronic support during LEADing Practice SASU's normal business hours in order to help Computacenter locate and correct problems with the Software, and
2. the internal internet-based support system on E+ that is available seven days a week, twenty-four hours a day.
Renewed Support. After the initial support period, Computacenter may elect to renew LEADing Practice SASU's support services under this paragraph SUPPORT for additional 12-month periods, at LEADing Practice SASU's then-technical support service rate of 500 Euro a year.
Support in terms of E+ programming or consulting
1. Programmer or consulting Support: If the need arises for consulting services or additional tailoring and programming (for example setting up shared structure within E+, linking to SharePoint, or uploads of specific file formats or access to not supported browsers, etc). The cost for E+ senior offsite consultant or programmer is specified in cost overview section. The coordination of work will be done directly with the consultant/programmer. We offer Computacenter over a time span of 1 year, the following programming package:
2. 20 days of programming services - 30.000 Euro (cost 1500 Euro per day, represents 20% savings).
3. 40 days of programming services - 50.000 Euro (cost 1250 Euro per day).
4. 100 days of programming services - 100.000 Euro (cost 1000 Euro per day).
5. Additional needs can be discussed in further agreements.

8. Updates and Maintenance Services

Updates. LEADing Practice SASU shall provide Computacenter, at LEADing Practice SASU's sole expense, with all updates, extensions, enhancement, modifications, and other changes LEADing Practice SASU makes or adds to the Software and which LEADing Practice SASU offers to other licensees of the Software.
Fixes and Patches. LEADing Practice SASU shall provide Computacenter, at LEADing Practice SASU's sole expense, with bug fixes and code corrections to correct Software malfunctions and defects in order to bring the Software into substantial conformity with its operating specifications.
Exceptions. LEADing Practice SASU may, but will not be required to, provide these maintenance services if Computacenter has modified the Software or is in default.

9. Representations (Mutual Representation)

Existence. The parties are corporations incorporated and existing under the laws of the jurisdictions of their respective incorporation.
Authority and Capacity. The parties have the authority and capacity to enter into this agreement.
Execution and Delivery. The parties have duly executed and delivered this agreement.
Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms.
No Conflicts. Neither party is under any restriction or obligation that the party could reasonably expect might affect the party's performance of its obligations under this agreement.
No Breach. Neither party’s execution, delivery, or performance of its obligations under this agreement will breach or result in a default under
1. its articles, bylaws, or any unanimous shareholders agreement,
2. any Law to which it is subject,
3. any judgment, Order, or decree of any Governmental Authority to which it is subject, or
4. any agreement to which it is a party or by which it is bound.
Permits, Consents, and Other Authorizations. Each party holds all Permits and other authorizations necessary to
1. own, lease, and operate its properties, and
2. conduct its business as it is now carried on.
No Disputes or Proceedings. [Except as disclosed in the parties respective Disclosure Schedules] There are no Legal Proceedings pending, threatened, or foreseeable against either party, which would affect that party’s ability to complete its obligations under this agreement.
No Bankruptcy. Neither party has taken or authorized any proceedings related to that party’s bankruptcy, insolvency, liquidation, dissolution, or winding up.

10. LEADing Practice SASU's Representations

Disclosure Schedule. LEADing Practice SASU's Disclosure Schedule lists any exceptions to its representations.
Ownership of Intellectual Property. Except as disclosed in LEADing Practice SASU's Disclosure Schedule, LEADing Practice SASU
1. is the owner of all Intellectual Property rights included in the Software and granted under in the Enterprise Plus (E+), and
2. has the exclusive right to grant the Enterprise Plus (E+) Software.
Maintenance of Intellectual Property. LEADing Practice SASU has properly maintained all its Intellectual Property rights licensed under the Enterprise Plus (E+), including paying all applicable registration and maintenance fees.
No Prior Grant or Transfer. LEADing Practice SASU has not granted and is not obligated to grant any license to any third party that would conflict with the Enterprise Plus (E+) under this agreement.
No Infringement. [To LEADing Practice SASU's Knowledge,] The Software does not infringe the Intellectual Property rights or other rights of any third party.
No Third-Party Infringement. [Except as disclosed in LEADing Practice SASU's Disclosure Schedule] To LEADing Practice SASU's Knowledge, no third party is infringing its Intellectual Property rights in the Software.
Not in Public Domain. The Software is not in the public domain.

11. No Warranty

"As-Is". The [Licensed] Software is provided "as is," with all faults, defects, bugs, and errors. We are working on it constantly, but it is rented/bought “as is” as a software as a service (SAAS).
No Warranty. Unless otherwise listed in this agreement,
1. LEADing Practice SASU does not make any warranty regarding the [Licensed] Software, which includes that
2. LEADing Practice SASU disclaims to theextent authorized by Law any and all [other] warranties, whether express or implied, including any implied warranties of [title, non-infringement, quiet enjoyment, integration,] merchantability or fitness for a particular purpose.

12. Intellectual Property

LEADing Practice SASU will retain exclusive interest in and ownership of its Intellectual Property rights in and to the Software and expressly reserves all rights not expressly granted under this agreement.

13. Compliance with Laws

Each party shall

comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]].
notify the other party if it becomes aware of any non-compliance in connection with this section.

14. Confidentiality Obligations.

The parties shall continue to be bound by the terms of the non-disclosure agreement between the parties.

15. Publicity

Consent. Neither party will use the other party's name, logo, or trademarks, or issue any press release or public announcement regarding this agreement, without the other party's written consent, unless specifically permitted under this agreement or required by Law.
Cooperation. The parties shall cooperate to draft all appropriate press releases and other public announcements relating to the subject matter of this agreement and the relationship between the parties.
No Unreasonable Delay. The parties will not unreasonably withhold or delay their consent to press releases or public announcements.

16. Termination

This agreement begins once the contract is signed and/or first invoice is paid and will continue until terminated (the "Term").

Termination on Notice. The agreement is for 5 years and will then unless terminated, automatically be renewed every year for another 12 months. Either party may terminate this agreement for any reason, at any time, but at least 6 months before end of agreement. However, even if cancelled, the contract still proceeds, until the full contract length are finished. In that time, LEADing Practice has to deliver the services, for which Computacenter has to pay (i.e. until the 12 months are over).

17. Effect of Termination

Payment Obligations. On the expiration or termination of this agreement, Computacenter shall pay any amounts it owes to the other party, including payment obligations for the contract period as well as services already rendered, work already performed, goods already delivered, or expenses already incurred, and
Termination of License Grant. On the expiration or termination of this agreement the Enterprise Plus (E+) granted under this agreement will terminate with immediate effect after the contract period is over.

18. Return of Property

On termination or expiration of this agreement, or on LEADing Practice SASU's request, Computacenter shall

return to LEADing Practice SASU all originals of the information, documents, equipment, files, and other property, including Intellectual Property, it received from LEADing Practice SASU.
destroy all copies of LEADing Practice SASU's of the information, documents, equipment, files, and other property, including Intellectual Property, it made.
on LEADing Practice SASU's request, certify to LEADing Practice SASU in writing that it destroyed all these copies.

19. Indemnification

Indemnification by Computacenter. Computacenter (as an indemnifying party) shall indemnify LEADing Practice SASU (as an indemnified party) against all losses and expenses in connection with any proceeding arising out of
1. Computacenter's use of the Software, and
2. Computacenter's unauthorized customization, modification, or other alterations to the Software, including claims that its customization, modification, or other alterations infringe a third party's Intellectual Property rights,
Mutual Indemnification. Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses in connection with any proceeding arising out of the indemnifying party's willful misconduct or gross negligence.
Notice and Failure to Notify
1. Notice Requirement. Before bringing a claim for indemnification, the indemnified party shall:
  1. notify the indemnifying party of the indemnifiable proceeding, and
  2. deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.
Failure to Notify. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party's failure.
Exclusive Remedy. The parties' right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section [INDEMNIFICATION].

20. Limitation on Liability

Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.

21. General Provisions

Entire Agreement. The parties intend that this agreement, together with all attachments, schedules, exhibits, and other documents that both are referenced in this agreement and refer to this agreement,
1. represent the final expression of the parties' intent relating to the subject matter of this agreement,
2. contain all the terms the parties agreed to relating to the subject matter, and
3. replace all of the parties' previous discussions, understandings, and agreements relating to the subject matter of this agreement.
Counterparts
1. Signed in Counterparts. This agreement may be signed in any number of counterparts.
2. All Counterparts Original. Each counterpart is an original.
3. Counterparts Form One Document. Together, all counterparts form one single document.
Amendment. This agreement can be amended only by a writing signed by both parties.
Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party's written consent.
Notices
1. Method of Notice. The parties shall give all notices and communications between the parties in writing by (a) personal delivery, (b) a nationally-recognized, next-day courier service, (c) first-class registered or certified mail, postage prepaid, or (d) electronic mail to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.
2. Receipt of Notice. A notice given under this agreement will be effective on
  1. the other party's receipt of it, or
  2. if mailed, the earlier of the other party's receipt of it and the [fifth] business day after mailing it.
Governing Law and Consent to Jurisdiction and Venue
1. Governing Law. This agreement, and any dispute arising out of the SUBJECT MATTER OF THE AGREEMENT, shall be governed by the laws of Germany (were LEADing Practice has its legal representation).
2. Consent to Jurisdiction. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the German Law and thereby courts located within Germany, in connection with any matter arising out of this agreement or the transactions contemplated under this agreement.
3. Consent to Service. Each party hereby irrevocably
  1. agrees that process may be served on it in any manner authorized by the Laws of Germany, and
  2. waives any objection which it might otherwise have to service of process under the Laws of the Germany.
Dispute Resolution
1. Arbitration. Any dispute or controversy arising out of this agreement and SUBJECT MATTER OF THE AGREEMENT will be settled by arbitration in Germany, according to the rules of the American Arbitration Association then in effect, and by two [2] arbitrators[s].
2. Judgment. Judgment may be entered on the arbitrator's award in any court having jurisdiction in Germany.
3. Arbitrator's Authority. The arbitrator will not have the power to award any punitive [or consequential] damages.
Waiver
1. Affirmative Waivers. Neither party's failure or neglect to enforce any rights under this agreement will be deemed to be a waiver of that party's rights.
2. Written Waivers. A waiver or extension is only effective if it is in writing and signed by the party granting it.
3. No General Waivers. A party's failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights.
4. No Course of Dealing. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.
Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

22. Prizing/Cost

In order to get an easier overview, below is the listing of all options and costs

i. E+ Product Options	Specification	Cost (in EUR)
Individual User (not shared repository)	Individual User License	499 yearly fee
Corporate Copper User (shared repository with full modelling techniques)	Individual User License	1450 yearly fee
Corporate Silver User (shared repository and Artefacts/Templates)	Individual User License	1950 yearly fee
Corporate Gold User (shared repository, Artefacts/Templates and Knowledge Management)	Individual User License	2200 yearly fee
Corporate Platinum User (shared repository, Artefacts/Templates, Knowledge Management, Framework, Method and Approach access)	Individual User License	2400 yearly fee
First time corporate implementation of joint repository, tailoring of system, includes setting up logo, database, users, administration	Installation	15.000 One-time cost
Unlimited Knowledge Management Access to none E+ users	Open KM Access	9950 yearly fee

ii. Training Options	Cost (in EUR)
E+ Modellierungs-Grundlagen (2 days)	2.200 per person
E+ Advanced-Modelling (3 days)	3.000 per person
E+ Architektur Grundlagen (2 days)	2550
E+ Advanced-Architecture (3 days)	3550

LEADing Practice SASU Bank Details below:

Bank: Credit Agricole Anjou Maine

Bank Account Number: 96430017052

IBAN: FR7617906001129643001705206

SWIFT-address/BIC: AGRIFRPP879

Taxes. Payment amounts under this agreement do not include VAT Taxes and they will be added according to French laws (as the product doesn't leave the country).

Interest on Late Payments. Any amount not paid when due will bear interest from the due date until paid at a rate equal to 3% per month.

The E+ license agreement was accepted as a part of the offer/proposal ‘Computacenter Standardisierungskonzept’ from the effective starting date of 25 May 2021 and final signing date 25.08.2021.

The License agreement is confirmed by LEADing Practice SASU.

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